For most of the Second World War, German and Italian agents were actively engaged in a variety of intelligence gathering exercises in southern Africa. The hub of this activity was Lourenço Marques, the colonial capital of Portuguese East Africa (Mozambique). One of the key tasks of Axis agents was to make links with Nazi sympathizers and the radical right in South Africa, promote dissent, and destabilize the imperial war effort in the dominion. Using British, American, and South African archival sources, this article outlines German espionage activities and British counter-intelligence operations orchestrated by MI5, MI6, and the Special Operations Executive between 1939 and 1944. The article, which is part of a larger study, examines three broad themes. First, it explores Pretoria's creation of a humble military intelligence apparatus in wartime South Africa. Secondly, it examines the establishment of several British liaison and intelligence-gathering agencies that operated in southern Africa for most of the war. Finally, it assesses the working relationship between the South African and British agencies, the tensions that arose, and the competing interests that emerged between the two allies as they sought to contain the Axis-inspired threat from within.